Subject to your compliance with all of the terms and conditions of the TOS, Chalk & Wire grants you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and use the Service.
(a) You may browse the Service without registering, but you understand that some features of the Service may not be accessible to you unless you register. In registering for the Service, you agree to: (1) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Chalk & Wire has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Chalk & Wire may suspend or terminate your account and deny you access to the Service.
(c) You are fully responsible for all activities that occur under your account. You may not share your account or password with anyone. You agree to notify Chalk & Wire immediately of any unauthorized use of your password or account or any other breach of security.
(d) You represent that you are: (1) over the age of thirteen (13); (2) of legal age to form a binding contract; and (3) not a person barred from using the Service under the laws of the United States or any other applicable jurisdiction. If Chalk & Wire has reason to suspect that you are not in compliance with any of the foregoing, it may suspend or terminate your account and deny you access to the Service.
(a) Users of the service can create collections of work that may satisfy the requirements for the acquisition of a badge(s). The issuance of such micro-credentials is based upon criteria established by the issuer. You acknowledge and agree that the issuer of a badge (“Issuer”) is solely responsible for the criteria for issuance of a badge, and any dispute relating to the issuance or receipt of a badge must be resolved solely between the issuer and the party receiving the badge (“Earner”).
(b) You may be considered an “Active” or an “Inactive” member by an Organization within the Service. These designations affect your access as an Authorized User of the Organization’s features, as well as affect any subscription limits for the Organization.
Chalk & Wire confers verified accounts to let users know that the verified account holder has submitted information requested by Chalk & Wire for authentication purposes, and that Chalk & Wire has reviewed and confirmed the identity appears to be authentic. However, Chalk & Wire cannot and does not guarantee that any account holder, whether verified or unverified, is the person or organization they purport to be.
Chalk & Wire plays no role in determining the value or veracity of a badge or the requirements that underlie it, and Chalk & Wire does not endorse or vouch for the qualifications of any Issuer or Earner.
You agree and acknowledge that you are solely responsible for determining the value and veracity of each badge and the qualification of each Issuer and Earner. You also accept that the organization retains the right to revoke a badge for reasons it deems defensible. Chalk & Wire in no way is responsible for exploring or validating the causes an issuer uses for revocation of an asserted badge. It is your sole responsibility to seek remedy in such cases if you believe you have cause.
(a) You acknowledge that all badges/micro-credentials, information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not Chalk & Wire, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not Chalk & Wire, are similarly responsible for all Content they upload, post, e-mail, transmit or otherwise make available through the Service (“User Content”).
(b) You acknowledge that Chalk & Wire has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Chalk & Wire reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the foregoing, Chalk & Wire shall have the right to remove any Content, including but not limited to, Your Content or User Content that violates the TOS or that it deems objectionable.
(a) Chalk & Wire does not claim ownership of Your Content. However, you grant Chalk & Wire a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, transferable license to use, copy, translate, distribute, reproduce, modify, adapt, publicly perform and publicly display Your Content in connection with the Service for the purposes of its existence and user benefit.
(b) Notwithstanding 7(a), Chalk & Wire agrees that at no time will it make use of information you place in the Service to generate alternative revenue streams. This information is considered usable only for the purposes of the Service and not for the pecuniary profit of third parties that may benefit from the information the Service possesses.
(c) You understand that the technical processing and transmission of data associated with the Service, including Your Content, may require: (1) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
(d) Except with respect to Your Content and User Content, you acknowledge and agree that Chalk & Wire and its licensors own all rights associated with the Service and the Content, including but not limited to: (1) patents, patent services, patent disclosures, inventions (whether or not patentable or reduced to practice) and any improvements thereto, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions and/or reexaminations thereof; (2) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names and all other source identifiers (whether registered or unregistered), and all registrations and services for registration thereof (including, but not limited to, all translations, adaptations, derivations and combinations of the foregoing), together with all the goodwill associated therewith; (3) copyrights, mask works, copyrightable works and works of authorship (whether registered or unregistered), and all registrations and services for registration thereof and all associated moral rights; (4) computer software (including, but not limited to, all source code, object code, libraries and technical elements therein), data, databases and documentation therein; (5) trade secrets and other Confidential Information (as defined below); and (6) all other intellectual property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license or otherwise (collectively “Intellectual Property Rights”).
(e) You may not (and you may not allow) any third party to: 1) copy, modify, create a derivative work from, decompile, decode, reverse engineer, reverse assemble or otherwise attempt to discover any source code in the Service; 2) sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service; 3) attempt to access or derive the source code or architecture of the Chalk & Wire Content, Chalk & Wire Website or any part of the Service; and 4) access the Service by any means other than through the interface provided by Chalk & Wire and as expressly authorized under the TOS.
(f) If you elect to provide or make available to Chalk & Wire any suggestions, comments, ideas, improvements or other feedback concerning the Service (collectively, “Suggestions”), Chalk & Wire shall be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you. In addition, you hereby irrevocably and forever, without the need for additional consideration, assign, transfer, grant and convey to Chalk & Wire all right, title and interest, including any Intellectual Property rights that might be created thereby, that may exist in any such suggestions, comments, ideas, improvements or other feedback concerning the Service and Chalk & Wire shall be deemed to be the author of the same for all purposes. You shall provide any necessary assistance and execute any and all documents necessary to protect, enforce or perfect Chalk & Wire’s Intellectual Property Rights.
(g) The CHALK & WIRE and MYMANTL name and logo are trademarks and service marks of Chalk & Wire (the “Chalk & Wire Marks”). You agree not to display or use in any manner any Chalk & Wire Marks without Chalk & Wire’s prior written consent. The TOS does not grant you a license or permission to use any of the Chalk & Wire Marks.
In connection with your use of the Service, you shall not:
(a) upload, post, e-mail, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) stalk or otherwise harass another person or entity;
(c) impersonate any person or entity, including, but not limited to, Chalk & Wire personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) create serial accounts for disruptive or abusive purposes or squat on accounts to prevent legitimate use by others;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(f) upload, post, e-mail, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationship – for example, insider information or other proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
(g) upload, post, e-mail, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(h) upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
(i) issue mass unsolicited badges or continue to issue badges to any user after such user has requested that no further badges be issued;
(j) upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(k) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects the ability of other users to use the Service;
(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(m) intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
(n) use spiders, crawlers, robots or any other means to access the Service or substantially download, reproduce or archive any portion of the Service;
(o) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Service (including, but not limited to, Credits and your account) or your access to or use of the Service.
(p) modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Service or the rights or use and enjoyment of the Service by any other person or entity in any manner.
If you purchase any services that Chalk & Wire offers for a fee, you agree to pay the applicable fees as they become due. Your failure to pay any fees when due may subject your account to suspension or termination.
You agree to indemnify and hold Chalk & Wire and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of: (a) Your Content; (b) your use of the Service; (c) your violation of the TOS; or (d) your violation of any rights of another party.
Chalk & Wire reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Chalk & Wire shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You acknowledge and agree that Chalk & Wire is not obligated to provide You with support, software upgrades, enhancements or modifications of the Service.
(a) You agree that Chalk & Wire may, under certain circumstances and without prior notice, immediately terminate your account or access to the Service. Cause for such termination shall include, but not be limited to: (1) any breach or violation of the TOS or other incorporated agreement, guideline or rule; (2) any request or order issued by a court or a law enforcement or other government official; (3) a request by you (for example, self-initiated account deletions); (4) discontinuance or material modification of the Service; (5) unexpected technical or security issues or problems; (6) extended periods of inactivity; and (7) your engagement in fraudulent or illegal activities; and (8) your failure to pay any fees due Chalk & Wire. You agree that all terminations for cause shall be made at Chalk & Wire's sole discretion and that Chalk & Wire shall not be liable to you or any third party for any termination of your account.
(b) In addition to Section 12(a), if you access the Service using a free account, you agree that Chalk & Wire may terminate your account for any reason or no reason at all upon ten (10) days written notice.
(c) Upon termination of the TOS, you shall still be responsible for any fees due and owing to Chalk & Wire.
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third-party. You agree that Chalk & Wire shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of any such dealings.
The Service or third parties using the Service may provide links to other websites or resources. You acknowledge and agree that Chalk & Wire is not responsible for the availability of such external sites or resources and does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (collectively, “External Materials”). You further acknowledge and agree that Chalk & Wire shall not be liable, directly or indirectly, for any damage or loss caused by or resulting from use of or reliance on any External Materials.
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. CHALK & WIRE AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (COLLECTIVELY, THE “CHALK & WIRE PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM AMOUNT PERMITTED BY LAW.
(b) THE CHALK & WIRE PARTIES MAKE NO WARRANTY THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (4) THE CONTENT AVAILABLE THROUGH THE SERVICE IS OF A PARTICULAR QUALITY, IS ACCURATE, CURRENT OR COMPLETE; OR (5) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH MATERIALS.
(a) YOU UNDERSTAND AND AGREE THAT THE CHALK & WIRE PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CHALK & WIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL THE CHALK & WIRE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT EXCEED TWENTY-FIVE US DOLLARS ($25.00) IN TOTAL.
(b) YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE. UNDER NO CIRCUMSTANCES SHALL THE CHALK & WIRE PARTIES BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.
(c) THE CHALK & WIRE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to this agreement.
If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide Chalk & Wire’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Chalk & Wire’s Agent for Notice of Copyright Claims can be reached as follows:
Chalk & Wire Learning Assessment Inc.
1565 Point Abino Road South
Ontario, Canada, L0S 1NO
Please note that this procedure is exclusively for notifying Chalk & Wire and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the Copyright Act of Canada and Digital Millennium Copyright Act (“DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Claims that Intellectual Property other than copyright is being infringed should be directed to Chalk & Wire at: email@example.com. Chalk & Wire may, in its sole discretion, terminate the accounts of those who are accused of copyright or other intellectual property infringement.
(a) This Agreement constitutes the entire agreement between Chalk & Wire and you concerning the subject matter hereof.
(b) Except to the extent applicable law, if any, provides otherwise, you agree to be governed by and consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario, Canada. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
(c) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in the city of Toronto, Ontario, Canada, with the losing party paying all costs of arbitration.
(d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
(e) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
(f) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only.
(g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
(h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
(i) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of your assets to another entity.
(j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
(k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (l)The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
If THE USER is located outside the U.S. or Canada, then the provisions of this Section shall apply. (i) Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattache, soient redigés en langue anglaise. (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”) (ii) You are responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Service, and you represent that it has complied with any regulations or registration procedures required by applicable laws to make this license enforceable.